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Tecnotree Oyj — M&A Activity 2018
May 1, 2018
3296_rns_2018-05-01_9384b4b7-93fa-4f52-a193-99e33d45a3d6.pdf
M&A Activity
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
SUPPLEMENT TO VIKING ACQUISITIONS CORP.'S TENDER OFFER DOCUMENT DATED 16 MARCH 2018 RELATING TO THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL OF THE SHARES IN TECNOTREE CORPORATION
30 April 2018
Viking Acquisitions Corp. (the "Offeror") commenced a voluntary recommended public tender offer to purchase all issued and outstanding shares in Tecnotree Corporation ("Tecnotree") (the "Tender Offer") on 19 March 2018. The Offeror has on 16 April 2018 announced that the offer period of the Tender Offer will be extended until 30 April 2018.
The Offeror supplements the tender offer document dated 16 March 2018 (the "Tender Offer Document") in accordance with Chapter 11, Section 11, Subsection 4 of the Finnish Securities Markets Act (746/2012, fi: arvopaperimarkkinalaki) as follows:
The uncertainty related to the completion and timetable of the Tender Offer is causing uncertainty among the customers of Tecnotree and delay in order intake. Tecnotree may no longer achieve the revenue and operational result set out in the current guidance for 2018 and it has become difficult to estimate the revenue and operational result.
In the financial report published on 5 March 2018, Tecnotree gave the following outlook for 2018:
"The company strengthened and stabilised its operations in 2017 and will in 2018 focus on profitable growth. The company continues with the efforts to improve its financial position and with the search for new financing.
The company estimates that its revenue in 2018 will be at the same level than in 2017 and that the operational profitability (Operating result) will be better than the adjusted operating result in 2017. In 2017 the company's revenue amounted to EUR 55.1 million and the adjusted operating result to EUR 9.8 million."
In the stock exchange release published on 25 April 2018, Tecnotree gave the following outlook for 2018:
"The company is unable to provide any guidance for 2018."
Tecnotree published its audited financial statements and annual report for the financial year ended 31 December 2017 ("2017 Financial Statements") on 27 April 2018. The Offeror supplements the Tender Offer Document with the 2017 Financial Statements, which is added as Annex F of the Tender Offer Document. Tecnotree's consolidated financial statements and the annual report for the financial year ended 31 December 2017 are included on pages 46-133 and 23-45, respectively.
The Tender Offer Document with the aforementioned supplement and amendment is available from 30 April 2018 on the internet at www.evli.com/tecnotree and www.tecnotree.com. The Finnish Financial Supervisory Authority has approved the Finnish language version of this supplement but is not responsible for the accuracy of the information presented therein. The decision number of such approval is FIVA 3/02.05.05/2018.
THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE PROHIBITED BY LAW, AND THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS ARE NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS WHATSOEVER INCLUDING, WITHOUT LIMITATION, MAIL, FACSIMILE, E-MAIL OR TELEPHONE. IN PARTICULAR, THE TENDER OFFER IS NOT MADE IN AND THIS TENDER OFFER DOCUMENT MUST UNDER NO CIRCUMSTANCES BE DISTRIBUTED INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR ANY OTHER JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.